<PAGE>

                                                                     EXHIBIT 4.1

NUMBER
CS ________
                              [LOGO] RETRACTABLE
                              TECHNOLOGIES, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS


COMMON STOCK                                             COMMON STOCK
                                                      CUSIP 76129W 10 5
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

THIS IS TO CERTIFY THAT





IS THE OWNER OF

  FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF NO PAR VALUE EACH OF

----------------------- RETRACTABLE TECHNOLOGIES, INC. ------------------------

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.

WITNESS this facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:


  /s/ [ILLEGIBLE]           [SEAL OF RETRACTABLE        /s/  [ILLEGIBLE]
                             TECHNOLOGIES, INC.]
      PRESIDENT                                              SECRETARY


COUNTERSIGNED AND REGISTERED:
        AMERICAN STOCK TRANSFER & TRUST COMPANY
                        TRANSFER AGENT AND REGISTRAR

BY

                                AUTHORIZED SIGNATURE

<PAGE>


                        RETRACTABLE TECHNOLOGIES, INC.

     The articles of Incorporation, as amended, of RETRACTABLE TECHNOLOGIES,
INC. on file in the office of the Secretary of State of Texas set forth a full
statement of (a) all of the designations, preferences, limitations and relative
rights of the shares of each class of shares authorized to be issued, (b) the
authority of the Board of Directors to fix and determine the relative rights and
preferences of the shares of preferred stock which the corporation is authorized
to issue in series and, if and to the extent that they have been fixed and
determined, the relative rights and preferences of any such series, (c) the
denial to the shareholders of preemptive rights to acquire unissued or treasury
shares of the Corporation and (d) the denial of the right to cumulative voting.
The Corporation will furnish a copy of such statement to the record holder of
this certificate without charge on written request to the Corporation at its
principal place of business or registered office.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                                                     <C>
   TEN COM--as tenants in common                                        UNIF GIFT MIN ACT-- _______ Custodian _______
   TEN ENT--as tenants by the entireties                                                     (Cust)           (Minor)
   JT TEN --as joint tenants with right                                                 Under Uniform Gifts to Minors
            of survivorship and not as                                                  Act _________________________
            tenants in common                                                                     (State)

                              Additional abbreviations may also be used though not in the above list
</TABLE>

                                  ASSIGNMENT

     For Value Received, ______________________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

________________________________________________________________________________
                 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
                    INCLUDING POSTAL ZIP CODE, OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within-named Corporation, with
full power of substitution in the premises.


Dated ____________________________
                                   X ___________________________________________
                                                     (SIGNATURE)
             NOTICE:
      THE SIGNATURE(S) TO
      THIS ASSIGNMENT MUST
      CORRESPOND WITH THE        \
      NAME(S) AS WRITTEN   -------
      UPON THE FACE OF THE       /
      CERTIFICATE WITHOUT
      ALTERATION OR ANY
      CHANGE WHATEVER.             X ___________________________________________
                                                     (SIGNATURE)

                                   ---------------------------------------------
                                   THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
                                   ELIGIBLE GUARANTOR INSTITUTION (BANKS,
                                   STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
                                   AND CREDIT UNIONS WITH MEMBERSHIP IN AN
                                   APPROVED SIGNATURE GUARANTEE PROGRAM),
                                   PURSUANT TO S.E.C. RULE (ILLEGIBLE)
                                   ---------------------------------------------
                                   SIGNATURE(S) GUARANTEED BY:







                                   ---------------------------------------------